Chapter 2: Formation, Administration and Dissolution of Companies
Part E: Securities registration and transfer
s51: Registration and transfer of certificated securities
- (1) A certificate evidencing any certificated securities of a company:
- (a) must state on its face;
- (i) the name of the issuing company;
- (ii) the name of the person to whom the securities were issued;
- (iii) the number and class of shares and the designation of the series, if any, evidenced by that certificate; and
- (iv) any restriction on the transfer of the securities evidenced by that certificate,
- subject to item 6(4) of Schedule 5;
- (b) must be signed by two persons authorised by the company's board; and
- (c) is proof that the named security holder owns the securities, in the absence of evidence to the contrary.
- (2) A signature contemplated in subsection (1)(b) may be affixed to or placed on the certificate by autographic, mechanical or electronic means.
- (3) A certificate remains valid despite the subsequent departure from office of any person who signed it.
- (4) If, as contemplated in section 50(5), all of a company's shares rank equally for all purposes, and are therefore not distinguished by a numbering system:
- (a) each certificate issued in respect of those shares must be distinguished by a numbering system; and
- (b) if the share has been transferred, the certificate must be endorsed with a reference number or similar device that will enable each preceding holder of the share in succession to be identified.
- (5) Subject to subsection (6), a company must enter in its securities register every transfer of any certificated securities, including in the entry:
- (a) the name and address of the transferee;
- (b) the description of the securities, or interest transferred;
- (c) the date of the transfer; and
- (d) the value of any consideration still to be received by the company on each share or interest, in the case of a transfer of securities contemplated in section 40(5) and (6).
- (6) A company may make an entry contemplated in subsection (5) only if the transfer:
- (a) is evidenced by a proper instrument of transfer that has been delivered to the company; or
- (b) was effected by operation of law.
Related Sections
s40: Consideration for shares
s50: Securities register and numbering
Related Regulations
No related regulations.
Related Notes
No related note.
Related Forms
No related forms.